UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Amendment No. 1
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal
year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from _________________ to ______________________ |
Commission File Number
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (IRS employer identification no.) |
(Address o f principal executive offices, including zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol: | Name of each exchange on which registered: |
| The |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically
and posted on their corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12(b)-2 of the Exchange Act.
| Accelerated filer ☐ | Non-accelerated filer ☐ | |
| Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐
No
The aggregate market value of the voting stock
held by non-affiliates of the registrant at June 30, 2024 was $
The number of shares outstanding for each of the registrant's classes of common stock, as of February 26, 2025:
Common Stock, No par Value
Documents Incorporated by Reference
Proxy Statement to be filed in connection with the Registrant’s Annual Meeting of Stockholders to be held on May 20, 2025, which will be filed with the Securities and Exchange Commission within 120 days of the end of our 2024 fiscal year, is incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described herein.
MIDDLESEX WATER COMPANY
FORM 10-K
INDEX
| PAGE | ||
| PART II | 1 | |
| Item 8. | Financial Statements and Supplementary Data | 1 |
| PART IV | 32 | |
| Item 15. | Exhibits and Financial Statement Schedules | 32 |
| Signatures | ||
| Exhibit Index | ||
Explanatory Note
Middlesex Water Company (the Company) is filing this Amendment No. 1 to the Annual Report on Form 10-K (this Form 10-K/A) for the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the SEC) on February 28, 2025 (the 2024 Form 10-K) to make certain non-substantive changes described below.
Subsequent to the filing of the
Company’s 2024 Form 10-K with the SEC, the Company identified a clerical error omitting the conformed electronic signature of
Baker Tilly US, LLP (Baker Tilly) (PCAOB ID
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form 10-K/A is being filed to (i) replace the Report with the audit report included in Part II, Item 8 to include Baker Tilly’s conformed electronic signature and (ii) amend Part IV - Item 15 Exhibits and Financial Statement Schedules to replace Baker Tilly’s consent of independent registered public accounting firm dated February 28, 2025 with an updated consent of independent registered public accounting firm and include currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
Please note that the only changes to the 2024 Form 10-K are those non-substantive changes described herein and only in the Items listed above. Except as described above, no changes have been made to the 2024 Form 10-K, and this Form 10-K/A does not modify, amend or update any of the other financial information or other information contained in the 2024 Form 10-K. In addition, in accordance with SEC rules, this Form 10-K/A includes an updated auditor consent as Exhibit 23.1 and updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31, 31.1, 32 and 32.1. Except for the foregoing changes, the information in this Form 10-K/A is as of February 28, 2025, the filing date of the original Form 10-K for the year ended December 31, 2024, and has not been updated for the events subsequent to that date other than as discussed above.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Middlesex Water Company:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets and consolidated statements of capital stock and long-term debt of Middlesex Water Company (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, common stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
1
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Baker Tilly US, LLP
We have served as the Company's auditor since 2006.
February 28, 2025
2
MIDDLESEX WATER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
| Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Operating Revenues | $ | $ | $ | |||||||||
| Operating Expenses: | ||||||||||||
| Operations and Maintenance | ||||||||||||
| Depreciation | ||||||||||||
| Other Taxes | ||||||||||||
| Total Operating Expenses | ||||||||||||
| Gain on Sale of Subsidiary | ||||||||||||
| Operating Income | ||||||||||||
| Other Income: | ||||||||||||
| Allowance for Funds Used During Construction | ||||||||||||
| Other Income, net | ||||||||||||
| Total Other Income, net | ||||||||||||
| Interest Charges | ||||||||||||
| Income before Income Taxes | ||||||||||||
| Income Taxes | ||||||||||||
| Net Income | ||||||||||||
| Preferred Stock Dividend Requirements | ||||||||||||
| Earnings Applicable to Common Stock | $ | $ | $ | |||||||||
| Earnings per share of Common Stock: | ||||||||||||
| Basic | $ | $ | $ | |||||||||
| Diluted | $ | $ | $ | |||||||||
| Average Number of | ||||||||||||
| Common Shares Outstanding : | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
See Notes to Consolidated Financial Statements.
3
MIDDLESEX WATER COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
| December 31, | December 31, | |||||||||
| ASSETS | 2024 | 2023 | ||||||||
| UTILITY PLANT: | Water Production | $ | $ | |||||||
| Transmission and Distribution | ||||||||||
| General | ||||||||||
| Construction Work in Progress | ||||||||||
| TOTAL | ||||||||||
| Less Accumulated Depreciation | ||||||||||
| UTILITY PLANT - NET | ||||||||||
| CURRENT ASSETS: | Cash and Cash Equivalents | |||||||||
| Accounts Receivable, net of allowance for credit losses of $ | ||||||||||
| Litigation Settlement Receivable | ||||||||||
| Unbilled Revenues | ||||||||||
| Materials and Supplies (at average cost) | ||||||||||
| Prepayments | ||||||||||
| TOTAL CURRENT ASSETS | ||||||||||
| OTHER ASSETS: | Operating Lease Right of Use Asset | |||||||||
| Regulatory Assets | ||||||||||
| Non-utility Assets - Net | ||||||||||
| Employee Benefit Plans | ||||||||||
| Other | ||||||||||
| TOTAL OTHER ASSETS | ||||||||||
| TOTAL ASSETS | $ | $ | ||||||||
| CAPITALIZATION AND LIABILITIES | ||||||||||
| CAPITALIZATION: | Common Stock, No Par Value | $ | $ | |||||||
| Retained Earnings | ||||||||||
| TOTAL COMMON STOCKHOLDERS’ EQUITY | ||||||||||
| Preferred Stock | ||||||||||
| Long-term Debt | ||||||||||
| TOTAL CAPITALIZATION | ||||||||||
| CURRENT | Current Portion of Long-term Debt | |||||||||
| LIABILITIES: | Notes Payable | |||||||||
| Accounts Payable | ||||||||||
| Litigation Settlement Payable | ||||||||||
| Accrued Taxes | ||||||||||
| Accrued Interest | ||||||||||
| Unearned Revenues and Advanced Service Fees | ||||||||||
| Other | ||||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||
| COMMITMENTS AND CONTINGENT LIABILITIES (Note 4) | ||||||||||
| OTHER LIABILITIES: | Advances for Construction | |||||||||
| Lease Obligations | ||||||||||
| Accumulated Deferred Income Taxes | ||||||||||
| Regulatory Liabilities | ||||||||||
| Other | ||||||||||
| TOTAL OTHER LIABILITIES | ||||||||||
| CONTRIBUTIONS IN AID OF CONSTRUCTION | ||||||||||
| TOTAL CAPITALIZATION AND LIABILITIES | $ | $ | ||||||||
See Notes to Consolidated Financial Statements.
4
MIDDLESEX WATER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net Income | $ | $ | $ | |||||||||
| Adjustments to Reconcile Net Income to | ||||||||||||
| Net Cash Provided by Operating Activities: | ||||||||||||
| Depreciation and Amortization | ||||||||||||
| Provision for Deferred Income Taxes and Investment Tax Credits | ( | ) | ( | ) | ( | ) | ||||||
| Equity Portion of Allowance for Funds Used During Construction (AFUDC) | ( | ) | ( | ) | ( | ) | ||||||
| Cash Surrender Value of Life Insurance | ( | ) | ( | ) | ||||||||
| Stock Compensation Expense | ||||||||||||
| Gain on Sale of Subsidiary | ( | ) | ||||||||||
| Changes in Assets and Liabilities: | ||||||||||||
| Accounts Receivable | ( | ) | ( | ) | ( | ) | ||||||
| Unbilled Revenues | ( | ) | ( | ) | ( | ) | ||||||
| Materials and Supplies | ( | ) | ( | ) | ||||||||
| Prepayments | ( | ) | ||||||||||
| Accounts Payable | ||||||||||||
| Accrued Taxes | ( | ) | ||||||||||
| Accrued Interest | ( | ) | ||||||||||
| Employee Benefit Plans | ( | ) | ( | ) | ( | ) | ||||||
| Unearned Revenue and Advanced Service Fees | ||||||||||||
| Recovered Costs Litigation Settlement | ( | ) | ||||||||||
| Other Assets and Liabilities | ( | ) | ( | ) | ||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Utility Plant Expenditures, Including AFUDC-Debt of $ | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from Sale of Subsidiary | ||||||||||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Redemption of Long-term Debt | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from Issuance of Long-term Debt | ||||||||||||
| Net Short-term Bank Borrowings | ( | ) | ( | ) | ||||||||
| Proceeds from Litigation Settlement, net | ||||||||||||
| Deferred Debt Issuance Expense | ( | ) | ( | ) | ( | ) | ||||||
| Common Stock Issuance Expense | ( | ) | ( | ) | ||||||||
| Payment of Grantee Withholding Taxes in Exchange for Restricted Stock | ( | ) | ( | ) | ||||||||
| Proceeds from Issuance of Common Stock | ||||||||||||
| Payment of Common Dividends | ( | ) | ( | ) | ( | ) | ||||||
| Payment of Preferred Dividends | ( | ) | ( | ) | ( | ) | ||||||
| Construction Advances and Contributions-Net | ||||||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||||||
| NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ) | ||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | ||||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY: | ||||||||||||
| Utility Plant received as Construction Advances and Contributions | $ | $ | $ | |||||||||
| Accrued Payables for Utility Plant | $ | $ | $ | |||||||||
| Non-Cash Consideration for Sale of Subsidiary | $ | $ | $ | |||||||||
| Litigation Settlement Receivable | $ | ( | ) | $ | $ | |||||||
| Litigation Settlement Payable | $ | ( | ) | $ | $ | |||||||
| Conversion of Preferred Stock Into Common Stock | $ | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||||||||||||
| Cash Paid During the Year for: | ||||||||||||
| Interest | $ | $ | $ | |||||||||
| Interest Capitalized | $ | $ | $ | |||||||||
| Income Taxes | $ | $ | $ | |||||||||
See Notes to Consolidated Financial Statements.
5
MIDDLESEX WATER COMPANY
CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT
(In thousands)
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Common Stock, No Par Value | ||||||||
| Shares Authorized - | ||||||||
| Shares Outstanding - 2024 - | $ | $ | ||||||
| Retained Earnings | ||||||||
| TOTAL COMMON STOCKHOLDERS’ EQUITY | $ | $ | ||||||
| Cumulative Preferred Stock, No Par Value: | ||||||||
| Shares Authorized - | ||||||||
| Shares Outstanding - 2024 - | ||||||||
| Convertible: | ||||||||
| Shares Outstanding, $7.00 Series - 2024 - | $ | $ | ||||||
| Nonredeemable: | ||||||||
| Shares Outstanding, $7.00 Series - | ||||||||
| Shares Outstanding, $4.75 Series - | ||||||||
| TOTAL PREFERRED STOCK | $ | $ | ||||||
| Long-term Debt: | ||||||||
| First Mortgage Bonds, | $ | $ | ||||||
| Amortizing Secured Notes, | ||||||||
| State Revolving Trust Notes, | ||||||||
| SUBTOTAL LONG-TERM DEBT | ||||||||
| Add: Premium on Issuance of Long-term Debt | ||||||||
| Less: Unamortized Debt Expense | ( | ) | ( | ) | ||||
| Less: Current Portion of Long-term Debt | ( | ) | ( | ) | ||||
| TOTAL LONG-TERM DEBT | $ | $ | ||||||
See Notes to Consolidated Financial Statements.
6
MIDDLESEX WATER COMPANY
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
(In thousands)
| Common | Common | |||||||||||||||
| Stock | Stock | Retained | ||||||||||||||
| Shares | Amount | Earnings | Total | |||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | |||||||||||||
| Net Income | — | $ | $ | $ | ||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | — | |||||||||||||||
| Restricted Stock Award - Net - Employees | ||||||||||||||||
| Stock Award - Board Of Directors | ||||||||||||||||
| Cash Dividends on Common Stock ($ | — | ( | ) | ( | ) | |||||||||||
| Cash Dividends on Preferred Stock | — | ( | ) | ( | ) | |||||||||||
| Common Stock Issuance Expenses | — | ( | ) | ( | ) | |||||||||||
| Balance at December 31, 2022 | $ | $ | $ | |||||||||||||
| Net Income | — | $ | $ | $ | ||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | ||||||||||||||||
| Restricted Stock Award - Net - Employees | ||||||||||||||||
| Stock Award - Board Of Directors | ||||||||||||||||
| Cash Dividends on Common Stock ($ | — | ( | ) | ( | ) | |||||||||||
| Cash Dividends on Preferred Stock | — | ( | ) | ( | ) | |||||||||||
| Common Stock Issuance Expenses | — | — | ( | ) | ( | ) | ||||||||||
| Balance at December 31, 2023 | $ | $ | $ | |||||||||||||
| Net Income | — | $ | $ | $ | ||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | ||||||||||||||||
| Restricted Stock Award - Net - Employees | ( | ) | ( | ) | ( | ) | ||||||||||
| Stock Award - Board Of Directors | ||||||||||||||||
| Cash Dividends on Common Stock ($ | — | ( | ) | ( | ) | |||||||||||
| Cash Dividends on Preferred Stock | — | ( | ) | ( | ) | |||||||||||
| Conversion of $ | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | |||||||||||||
See Notes to Consolidated Financial Statements.
7
MIDDLESEX WATER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization, Summary of Significant Accounting Policies and Recent Developments
(a) Organization - Middlesex Water Company (Middlesex or the Company) is the parent company and sole shareholder of Tidewater Utilities, Inc. (Tidewater), Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy) Inc. (USA-PA) and Twin Lakes Utilities, Inc. (Twin Lakes). Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc. (White Marsh) are wholly-owned subsidiaries of Tidewater. The terms “we,” “our,” and “us” collectively refer to Middlesex and its subsidiaries,
Middlesex has operated as a water utility in New Jersey since 1897 and in Delaware, through our wholly-owned subsidiary, Tidewater, since 1992. We are in the business of providing an essential water utility service for domestic, commercial, municipal, industrial and fire protection purposes. We also operate New Jersey municipal water, wastewater and storm water systems under contract and provide unregulated water and wastewater services in New Jersey and Delaware through our subsidiaries. Our rates charged to customers for water and wastewater services, the quality of services we provide and certain other matters are regulated in New Jersey and Delaware by the New Jersey Board of Public Utilities (NJBPU) and the Delaware Public Service Commission (DEPSC), respectively. Our USA, USA-PA and White Marsh subsidiaries are not regulated utilities.
(b) Principles of Consolidation –
The financial statements for Middlesex and its wholly-owned subsidiaries (the Company) are reported on a consolidated basis. All significant
intercompany accounts and transactions have been eliminated. Other financial investments in which the Company holds a
(c) System of Accounts – The Company’s regulated utilities maintain their accounts in accordance with the Uniform System of Accounts prescribed by the NJBPU and DEPSC.
(d) Regulatory Accounting - We maintain
our books and records in accordance with accounting principles generally accepted in the United States of America (GAAP). Middlesex and
certain of its subsidiaries, which account for
In accordance with ASC 980, Regulated Operations, costs and obligations are deferred if it is probable that these items will be recognized for rate-making purposes in future rates. Accordingly, we have recorded costs and obligations, which will be amortized over various future periods. Any change in the assessment of the probability of rate-making treatment will require us to change the accounting treatment of the deferred item. We have no reason to believe any of the deferred items that are recorded will be treated differently by the regulators in the future. For additional information, see Note 2 – Rate and Regulatory Matters.
(e) Retirement Benefit Plans - We maintain a noncontributory defined benefit pension plan (Pension Plan), which covers all active employees who were hired prior to April 1, 2007, as well as a defined contribution plan in which all employees are eligible to participate. In addition, the Company maintains an unfunded supplemental plan for certain of its executive officers. The Company has a retirement benefit plan other than pensions (Other Benefits Plan) for substantially all of its retired employees. Employees hired after March 31, 2007 are not eligible to participate in this plan. Coverage includes healthcare and life insurance.
8
The Company’s costs for providing retirement benefits are dependent upon numerous factors, including actual plan experience and assumptions of future experience. Retirement benefit plan obligations and expense are determined based on investment performance, discount rates and various other demographic factors related to the population participating in the Company’s retirement benefit plans, all of which can change significantly in future years. For more information on the Company’s Retirement Benefit Plans, see Note 7 – Employee Benefit Plans.
(f) Utility Plant – Utility Plant is stated at original cost as defined for regulatory purposes. Property accounts are charged with the cost of betterments and major replacements of property. Cost includes direct material, labor and indirect charges for pension benefits and payroll taxes. The cost of labor, materials, supervision and other expenses incurred in making repairs and maintenance of the properties is charged to the appropriate expense accounts. At December 31, 2024, there was no event or change in circumstance that would indicate that the carrying amount of any long-lived asset was not recoverable.
(g) Depreciation – Depreciation
is computed by each regulated member of the Company utilizing a rate approved by the applicable regulatory authority. The accumulated
provision for depreciation is charged with the cost of property retired, less salvage.
| Source of Supply | Transmission and Distribution (T&D): | ||
| Pumping | T&D – Mains | ||
| Water Treatment | T&D – Services | ||
| General Plant | T&D – Other | ||
| Wastewater Collection | |||
Non-regulated fixed assets consist primarily of
office buildings, furniture and fixtures, and transportation equipment. These assets are recorded at original cost and depreciation is
calculated based on the estimated useful lives, ranging from
(i) Advances for Construction– Cash advances are provided to the Company by customers, real estate developers and builders in order to extend utility service to their properties. These transactions are recorded as Advances for Construction. Contractual Refunds of Advances for Construction in the form of cash are made by the Company and are based on either additional operating revenues generated from new customers or, as new customers are connected to the respective system. After all refunds are made and/or contract terms have expired, any remaining balance is transferred to Contributions in Aid of Construction (CIAC).
CIAC – CIAC include direct non-refundable contributions of utility plant and/or cash and the portion of Advances for Construction that becomes non-refundable.
In accordance with regulatory requirements, Advances for Construction and CIAC are not depreciated. In addition, these amounts reduce the investment base for purposes of setting rates.
(j) Allowance for Funds Used During Construction
(AFUDC) - Middlesex and its regulated subsidiaries capitalize AFUDC, which represents the cost of financing projects during construction.
AFUDC is added to the construction costs of individual projects exceeding specific cost and construction period thresholds established
for each company and then depreciated with the utility plant direct costs over the underlying assets’ estimated useful life. AFUDC
is calculated using each company’s weighted cost of debt and equity as approved in their most recent respective regulatory rate
order.
| 2024 | 2023 | 2022 | ||||||||||
| Middlesex | ||||||||||||
| Tidewater | ||||||||||||
9
(k) Accounts Receivable – We record
bad debt expense based on a variety of factors such as our customers’ payment history, current economic conditions and trending
reasonable and supportable forecasts on expected collectability of accounts receivable. The allowance for credit losses was $
(l) Revenues - The Company’s revenues are primarily generated from regulated tariff-based water and wastewater utility services and non-regulated operation and maintenance contracts for services on water and wastewater systems owned by others. Revenue from contracts with customers is recognized when control of a promised good or service is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services.
The Company’s regulated revenue results from tariff-based water and wastewater utility services to residential, industrial, commercial, fire-protection and wholesale customers. Residential customers are billed quarterly while most industrial, commercial, fire-protection and wholesale customers are billed monthly. Payments by customers are due between 15 to 30 days after the invoice date. Revenue is recognized as the water and wastewater services are delivered to customers which includes an accrual of unbilled revenues estimated from the last meter reading date to the end of the accounting period utilizing factors such as historical customer data and regional weather indicators. Unearned Revenues and Advance Service Fees include fixed service charge billings in advance to Tidewater customers recognized as service is provided to the customer.
Non-regulated service contract revenues consist of base service fees as well as fees for additional billable services provided to customers. Fees are billed monthly and are due within 30 days after the invoice date. The Company considers the amounts billed to represent the value of these services provided to customers. These contracts expire at various times through 2032 and contain remaining performance obligations for which the Company expects to recognize revenue in the future. These contracts also contain customary termination provisions.
Substantially all of the amounts included in operating revenues and accounts receivable are from contracts with customers.
The Company’s contracts do not contain any significant financing components.
The Company’s operating revenues are comprised of the following:
| (In Thousands) | ||||||||||||
| Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Regulated Tariff Sales | ||||||||||||
| Residential | $ | $ | $ | |||||||||
| Commercial | ||||||||||||
| Industrial | ||||||||||||
| Fire Protection | ||||||||||||
| Wholesale | ||||||||||||
| Non-Regulated Contract Operations | ||||||||||||
| Total Revenue from Contracts with Customers | $ | $ | $ | |||||||||
| Other Regulated Revenues | ||||||||||||
| Other Non-Regulated Revenues | ||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ||||||
| Total Revenue | $ | $ | $ | |||||||||
10
(m) Unamortized Debt Expense and Premiums on Long-Term Debt - Unamortized Debt Expense and Premiums on Long-Term Debt, included on the consolidated balance sheet in long-term debt, are amortized over the lives of the related debt.
(n) Income Taxes - Middlesex files a consolidated federal income tax return for the Company and income taxes are allocated based on the separate return method. Certain income and expense items are accounted for in different time periods for financial reporting than for income tax reporting purposes. Deferred income taxes are provided on differences between the tax basis of assets and liabilities and the amounts at which they are carried in the consolidated financial statements. Investment tax credits have been deferred and are amortized over the estimated useful life of the related property. In the event there are interest and penalties associated with income tax adjustments from income tax authority examinations, these amounts will be reported under interest charges and other expense, respectively. For more information on income taxes, see Note 3 – Income Taxes.
(o) Cash and Cash Equivalents - For purposes of reporting cash flows, the Company considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents. Cash and cash equivalents represent bank balances and money market funds with investments maturing in less than 90 days.
(p) Use of Estimates - Conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates.
(q) Recent Accounting Pronouncements -
| Standard | Description | Date of Adoption | Application | Effect on the Consolidated Financial Statements | ||||
| Accounting Standards Update (“ASU”) 2023-07 “Improvements to Reportable Segment Disclosures” |
| The ASU is effective for the Company beginning with its annual financial statements for the year ended | ||||||
| ASU 2023-09 “Improvements to Income Tax Disclosures” | The ASU is effective for the Company beginning with its annual financial statements for the year ending | |||||||
| ASU 2024-03 “Disaggregation of Income Statement Expenses” | The ASU is effective for the Company beginning with its annual financial statements for the year ended |
(r) Reclassifications – Certain reclassifications have been made to prior periods in the Consolidated Financial Statements and Notes to conform to the current presentation.
11
Note 2 - Rate and Regulatory Matters
Rate Matters
Middlesex – The approval by the
NJBPU in February 2024 of the negotiated settlement of the Middlesex 2023 base rate case is expected to increase annual operating revenues
by $
The Middlesex Lead Service Line Replacement (LSLR)
Plan, which was approved by the NJBPU in January 2024, has commenced and Middlesex is currently recovering $
In October 2023, the NJBPU approved Middlesex’s
petition for a Distribution System Improvement Charge (DSIC) Foundation Filing, which is a prerequisite to implementing a DSIC rate that
allows water utilities to recover investments in, and generate a return on, qualifying capital improvements to their water distribution
system made between base rate proceedings. Middlesex is authorized to recover DSIC revenues up to five percent (
In May 2024, the NJBPU approved a DSIC rate, effective
May 26, 2024, that is expected to result in $
In February 2025, the NJBPU approved Middlesex’s
petition to reset its Purchased Water Adjustment Clause (PWAC) tariff rate to recover additional annual costs of $
12
Tidewater – In August 2024, Tidewater
filed an application with the DEPSC to increase its general rates for water service. In the application, Tidewater seeks an overall increase
in annual operating revenue of $
In September 2024, the DEPSC approved Tidewater’s
petition to recover up to $
Tidewater Acquisition of the Water Utility
Assets of the Town of Ocean View, Delaware – In February 2025, Tidewater and the Town of Ocean View, Delaware’s (Ocean
View) joint application for Tidewater’s purchase of all of the rights, title, and interest in the water utility assets of Ocean
View for $
Southern Shores - Southern Shores
provides water service to a 2,200 unit condominium community in Sussex County, Delaware under a DEPSC-approved agreement expiring December
31, 2029. Under the agreement, rates are increased when there are unanticipated capital expenditures or regulatory related changes
in operating expenses exceed certain thresholds. In 2024, capital expenditures did exceed the established threshold. In addition, rates
are increased annually by the lesser of the regional Consumer Price Index or
Twin Lakes – Twin Lakes provides
water services to approximately 115 residential customers in Shohola, Pennsylvania. In January 2021, the Pennsylvania Public Utility Commission
(PAPUC) appointed a large Pennsylvania based investor-owned utility as the receiver (the Receiver Utility) of the Twin Lakes system. In
November 2021, the PAPUC issued an Order ordering the Receiver Utility to acquire the Twin Lakes water system and for Middlesex, the parent
company of Twin Lakes, to submit $
Regulatory Matters
We have recorded certain costs as regulatory assets
because we expect full recovery of, or are currently recovering, these costs in the rates we charge customers. These deferred costs have
been excluded from rate base and, therefore, we are not earning a return on the unamortized balances. We record regulatory liabilities
for amounts expected to be refunded to customers in the rate making process.
13
| (In Thousands) | ||||||||
| December 31, | ||||||||
| Regulatory Assets | 2024 | 2023 | ||||||
| Income Taxes (a) | $ | $ | ||||||
| Other (b) | ||||||||
| Total | $ | $ | ||||||
| Regulatory Liabilities | ||||||||
| Income Taxes (c) | $ | $ | ||||||
| Cost of Removal (d) | ||||||||
| Employee Benefit Plans (e) | ||||||||
| Lawsuit Settlement (f) | ||||||||
| New Jersey Revenue Taxes (g) | ||||||||
| Total | $ | $ | ||||||
(a)
(b)
(c)
(d)
(e)
(f)
(g)
14
Note 3 – Income Taxes
Income tax expense (benefit) differs from the amount computed by applying the statutory rate on book income subject to tax for the following reasons:
| (In Thousands) | ||||||||||||
| Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Income Tax at Statutory Rate | $ | $ | $ | |||||||||
| Tax Effect of: | ||||||||||||
| Utility Plant Related | ( | ) | ( | ) | ( | ) | ||||||
| Tangible Property Repairs | ( | ) | ( | ) | ( | ) | ||||||
| State Income Taxes – Net | ||||||||||||
| Other | ||||||||||||
| Total Income Tax Expense | $ | $ | $ | |||||||||
Income tax expense (benefit) is comprised of the following:
| (In Thousands) | ||||||||||||
| Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Current: | ||||||||||||
| Federal | $ | $ | $ | |||||||||
| State | ||||||||||||
| Deferred: | ||||||||||||
| Federal | ( | ) | ||||||||||
| State | ||||||||||||
| Investment Tax Credits | ( | ) | ( | ) | ( | ) | ||||||
| Total Income Tax Expense | $ | $ | $ | |||||||||
As part of Middlesex’s March 2018 general rate case settlement with the NJBPU, Middlesex received approval for regulatory accounting treatment of income tax benefits associated with the adoption of tangible property regulations issued by the IRS (fully amortized as of March 31, 2022) as well as prospective recognition of the income tax benefits for the immediate deduction of repair costs on tangible property. This results in significant reductions in the Company’s effective income tax rate, current income tax expense and deferred income tax expense (benefit).
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. The components of the net deferred tax liability are as follows:
| (In Thousands) | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Utility Plant Related | $ | $ | ||||||
| Customer Advances | ( | ) | ( | ) | ||||
| Employee Benefits | ||||||||
| Investment Tax Credits | ||||||||
| Other | ||||||||
| Total Accumulated Deferred Income Taxes | $ | $ | ||||||
15
The determination of our provision for income taxes requires the use of estimates and the interpretation and application of tax laws. Judgment is required in assessing the deductibility and recoverability of certain tax benefits. We use the asset and liability method to determine and record deferred tax assets and liabilities, representing future tax benefits and taxes payable, which result from the differences in basis recorded in GAAP financial statements and amounts recorded in the income tax returns. The deferred tax assets and liabilities are recorded utilizing the statutorily enacted tax rates expected to be in effect at the time the assets are realized and/or the liabilities settled. An offsetting valuation allowance is recorded when it is more likely than not that some or all of the deferred income tax assets won’t be realized. Any significant changes to the estimates and judgments with respect to the interpretations, timing or deductibility could result in a material change to earnings and cash flows.
Occasionally, federal and state taxing authorities determine that it is necessary to make certain changes to the income tax laws. These changes may include but are not limited to changes in the tax rates and/or the treatment of certain items of income or expense. Accounting guidance requires that the Company reflect the effect of changes in tax laws or tax rates at the date of enactment. Additionally, the Company is required to re-measure its deferred tax assets and liabilities as of the date of enactment. For non-regulated entities, the effects of changes in tax laws or tax rates are required to be included in income from continuing operations for the period that includes the enactment date. For regulated entities, if as the result of an action by a regulator it is probable that the future increase or decrease in taxes payable for items such as changes in tax laws or rates will be recovered from or returned to customers through future rates, an asset or liability shall be recognized for that probable increase or decrease in future revenue. Accounting guidance also requires that regulatory liabilities and/or assets be considered a temporary difference for which a related deferred tax asset and/or liability shall be recognized.
Accounting guidance requires that we establish reserves for uncertain tax positions, if any, when it is more likely than not that the positions will not be sustained when challenged by taxing authorities. Any changes to the estimates and judgments with respect to the interpretations, timing or deductibility could result in a change to earnings and cash flows.
Interest and penalties related to unrecognized tax benefits, if any, are recognized within interest charges and other expense, respectively.
Note 4 - Commitments and Contingent Liabilities
Water Supply – Middlesex’s
agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water expires
Middlesex also has an agreement with a non-affiliated
NJBPU-regulated water utility for the purchase of treated water. This agreement, which expires
Tidewater contracts with the City of Dover, Delaware
to purchase treated water of up to
Purchased water costs are shown below:
| (In Millions) | ||||||||||||
| Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Untreated | $ | $ | $ | |||||||||
| Treated | ||||||||||||
| Total Costs | $ | $ | $ | |||||||||
16
Leases - The Company determines if an arrangement is a lease at the inception of the lease. Generally, a lease agreement exists if the Company determines that the arrangement gives the Company control over the use of an identified asset and obtains substantially all of the benefits from the identified asset.
The Company has entered into an operating lease of office space for administrative purposes, expiring in December 2029. The Company has not entered into any finance leases. The exercise of a lease renewal option for the Company’s administrative offices is solely at the discretion of the Company.
The right-of-use (ROU) asset recorded represents
the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation
to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at commencement date based on the present
value of lease payments over the lease term. The Company’s operating lease does not provide an implicit discount rate and as such
the Company used an estimated incremental borrowing rate (
Given the impacts of accounting for regulated
operations, and the resulting recognition of expense at the amounts recovered in customer rates, expenditures for operating leases are
consistent with lease expense and was $
Information related to operating lease ROU assets is as follows:
| (In Millions) | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| ROU Asset at Lease Inception | $ | $ | ||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| Current ROU Asset | $ | $ | ||||||
The Company’s future minimum commitments as of December 31, 2024 are as follows:
| (In Millions) | ||||
| December 31, 2024 | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total Lease Payments | $ | |||
| Imputed Interest | ( | ) | ||
| Present Value of Lease Payments | ||||
| Less Current Portion* | ( | ) | ||
| Non-Current Lease Liability | $ | |||
| *Included in Other Current Liabilities | ||||
Construction –
In connection with the Company’s planned capital expenditures, the Company has entered into several contractual construction agreements
that in total obligate it to expend an estimated $
17
Contingencies – Based on our operations in the heavily-regulated water and wastewater industries, the Company is routinely involved in disputes, claims, lawsuits and other regulatory and legal matters, including responsibility for fines and penalties relative to regulatory compliance. At this time, Management does not believe the final resolution of any such matters, whether asserted or unasserted, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. In addition, the Company maintains business insurance coverage that may mitigate the effect of current or future loss contingencies.
Change in Control Agreements – The Company has Change in Control Agreements with its executive officers that provide compensation and benefits in the event of termination of employment in connection with a change in control of the Company.
Note 5 – Short-term Borrowings
Information regarding the Company’s short-term borrowings for the years ended December 31, 2024 and 2023 is summarized below:
| ($ In Millions) | ||||||||
| 2024 | 2023 | |||||||
| Average Amount Outstanding | $ | $ | ||||||
| Weighted Average Interest Rate | ||||||||
| Notes Payable at Year-End | $ | $ | ||||||
| Weighted Average Interest Rate at Year-End | ||||||||
The Company maintains bank lines of credit aggregating
$
| (In Millions) | ||||||||||||||||
| As of December 31, 2024 | Line of Credit | |||||||||||||||
| Outstanding | Available | Maximum | Credit Type | Expiration Date | ||||||||||||
| Bank of America | $ | $ | $ | | ||||||||||||
| PNC Bank | | |||||||||||||||
| CoBank, ACB (CoBank) | | |||||||||||||||
| $ | $ | $ | ||||||||||||||
The maturity dates for the Notes Payable as of December 31, 2024 are extendable at the discretion of the Company.
The interest rates are set for borrowings under the Bank of America and PNC Bank lines of credit using the Secured Overnight Financing Rate (SOFR) and then adding a specific financial institution credit spread. The interest rate for borrowings under the CoBank line of credit are set weekly using CoBank’s internal cost of funds index that is similar to the SOFR and adding a credit spread. There is no requirement for a compensating balance under any of the established lines of credit.
Note 6 - Capitalization
All the transactions discussed below related to the issuance of securities were approved by either the NJBPU or DEPSC, except where otherwise noted.
Common Stock
The Company issues shares of its common
stock in connection with its Middlesex Water Company Investment Plan (the Investment Plan), a direct share purchase and dividend
reinvestment plan for the Company’s common stock. The Company raised approximately $
18
shares remain registered with the United States Securities and Exchange Commission and available for issuance to participants under the Investment Plan.
In April 2023, Middlesex received approval from
the NJBPU to issue and sell up to
The Company issues common shares under a restricted stock plan for certain management employees, which is described in Note 7 – Employee Benefit Plans.
The Company maintains a stock plan for its independent
Directors as a component of outside members of the Board of Directors compensation. For the years ended December 31, 2024, 2023 and 2022,
In the event dividends on the preferred stock are in arrears, no dividends may be declared or paid on the common stock of the Company.
Preferred Stock
At December 31, 2024 and 2023, there were
The Company may not pay any dividends on its common stock unless full cumulative dividends to the preceding dividend date for all outstanding shares of preferred stock have been paid or set aside for payment. If four or more quarterly dividends are in arrears, the preferred shareholders, as a class, are entitled to elect two members to the Board of Directors in addition to Directors elected by holders of the common stock. In addition, if Middlesex were to liquidate, holders of preferred stock would be paid back the stated value of their preferred shares before any distributions could be made to common stockholders.
The conversion feature of the no par $
Long-term Debt
Subject to regulatory approval, the Company periodically issues long-term debt to fund its investments in utility plant. To the extent possible and fiscally prudent, the Company finances qualifying capital projects under State Revolving Fund (SRF) loan programs in New Jersey and Delaware. These government programs provide financing at interest rates typically below rates available in the broader financial markets.
Middlesex has received approval from the NJBPU
to borrow up to $
In September 2024, Tidewater closed on a $
19
In May 2024, Tidewater closed on four DEPSC-approved
Delaware SRF loans totaling $
Separately, Tidewater has two active construction
projects funded by prior year Delaware SRF loans totaling $
In July 2023, Pinelands Water and Pinelands Wastewater
closed on $
In May 2023, Tidewater closed on a $
In April 2023, Tidewater closed on two DEPSC-approved
Delaware SRF loans totaling $
In March 2023, Middlesex closed on a $
In May 2022, Middlesex repaid its two outstanding
New Jersey Infrastructure Bank (NJIB) construction loans by issuing FMBs to the NJIB under two loan agreements. The total amount of FMBs
issued is $
The aggregate annual principal repayment obligations as of December
31, 2024 for all long-term debt over the next
| Year | (In Millions) Annual Maturities | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
The weighted average interest rate on all long-term
debt at December 31, 2024 and 2023 was
Substantially all of the utility plant of the Company is subject to the lien of its mortgage, which includes debt service and capital ratio covenants. The Company is in compliance with all of its mortgage covenants and restrictions.
20
Earnings Per Share
The following table presents the calculation of
basic and diluted earnings per share (EPS) of common stock for the years ended December 31, 2024, 2023 and 2022. Basic EPS is computed
on the basis of the weighted average number of shares outstanding. Diluted EPS assumes the conversion of the Convertible Preferred Stock
$
| (In Thousands, Except Per Share Amounts) | ||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||
| Basic: | Income | Shares | Income | Shares | Income | Shares | ||||||||||||||||||
| Net Income | $ | $ | $ | |||||||||||||||||||||
| Preferred Dividend | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | $ | |||||||||||||||||||||
| Basic EPS | $ | $ | $ | |||||||||||||||||||||
| Diluted: | ||||||||||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | $ | |||||||||||||||||||||
| Convertible Preferred $ | ||||||||||||||||||||||||
| Adjusted Earnings Applicable to Common Stock | $ | $ | $ | |||||||||||||||||||||
| Diluted EPS | $ | $ | $ | |||||||||||||||||||||
Fair Value of Financial Instruments
The following methods and assumptions were used
by the Company in estimating its fair value disclosure for financial instruments for which it is practicable to estimate that value. The
carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and
notes payable approximate their respective fair values due to the short-term maturities of these instruments. The fair value of FMBs and
SRF Bonds (collectively, the Bonds) issued by Middlesex is based on quoted market prices for similar issues. Under the fair value hierarchy,
the fair value of cash and cash equivalents is classified as a Level 1 measurement and the fair value of notes payable and the Bonds in
the table below are classified as Level 2 measurements.
| (In Thousands) | ||||||||||||||||
| At December 31, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
| Amount | Value | Amount | Value | |||||||||||||
| FMBs | $ | $ | $ | $ | ||||||||||||
It was not practicable to estimate the fair value
on our outstanding long-term debt for which there is no quoted market price and there is not an active trading market. For details, including
carrying value, interest rate and due date on these series of long-term debt, please refer to those series of long-term debt titled “Amortizing
Secured Notes” and “State Revolving Trust Notes” on the Consolidated Statements of Capital Stock and Long-Term Debt.
The carrying amount of these instruments was $
21
Note 7 - Employee Benefit Plans
Pension Benefits
The Company’s Pension Plan covers all active
employees hired prior to April 1, 2007. Employees hired after March 31, 2007 are not eligible to participate in this plan, but can participate
in a defined contribution profit sharing plan that provides an annual contribution at the discretion of the Company, based upon a percentage
of the participants’ annual paid compensation. In order to be eligible for contribution, the eligible employee must be employed
by the Company on December 31st of the year to which the contribution relates. The Company maintains an unfunded supplemental
plan for a limited number of its executive officers. The Accumulated Benefit Obligation for the Company’s Pension Plan at December
31, 2024 and 2023 was $
Other Benefits
The Company’s Other Benefits Plan covers substantially all of its current retired employees. Employees hired after March 31, 2007 are not eligible to participate in this plan. Coverage includes healthcare and life insurance.
Regulatory Treatment of Over/Underfunded Retirement Obligations
Because the Company is subject to rate regulation in the states in which it operates, it is required to maintain its accounts in accordance with the regulatory authority’s rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance of ASC 980, Regulated Operations. Based on prior regulatory practice, and in accordance with the guidance in ASC 980, Regulated Operations, the Company records underfunded Pension Plan and Other Benefits Plan obligation costs, which otherwise would be recognized in Other Comprehensive Income under ASC 715, Compensation – Retirement Benefits, as a Regulatory Asset, and expects to recover those costs in rates charged to customers.
The Company uses a December 31 measurement date for all of its employee benefit plans. The tables below set forth information relating to the Company’s Pension Plan and Other Benefits Plan for 2024 and 2023.
| (In Thousands) | ||||||||||||||||
| Pension Plan | Other Benefits Plan | |||||||||||||||
| Years Ended December 31, | ||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Change in Projected Benefit Obligation: | ||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | ||||||||||||
| Service Cost | ||||||||||||||||
| Interest Cost | ||||||||||||||||
| Actuarial (Gain) Loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Benefits Paid | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Ending Balance | $ | $ | $ | $ | ||||||||||||
22
| (In Thousands) | ||||||||||||||||
| Pension Plan | Other Benefits Plan | |||||||||||||||
| Years Ended December 31, | ||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Change in Fair Value of Plan Assets: | ||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | ||||||||||||
| Actual Return on Plan Assets | ||||||||||||||||
| Employer Contributions | ||||||||||||||||
| Benefits Paid | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Ending Balance | $ | $ | $ | $ | ||||||||||||
| Funded Status | $ | $ | $ | $ | ||||||||||||
| (In Thousands) | ||||||||||||||||
| Pension Plan | Other Benefits Plan | |||||||||||||||
| As of December 31, | ||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Amounts Recognized in the Consolidated | ||||||||||||||||
| Balance Sheets consist of: | ||||||||||||||||
| Current Liability | $ | $ | $ | $ | ||||||||||||
| Noncurrent Asset | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Asset Recognized | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (InThousands) | ||||||||||||||||||||||||
| Pension Plan | Other Benefits Plan | |||||||||||||||||||||||
| Years Ended December 31, | ||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |||||||||||||||||||
| Components of Net Periodic Benefit Cost | ||||||||||||||||||||||||
| Service Cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Interest Cost | ||||||||||||||||||||||||
| Expected Return on Plan Assets | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Amortization of Net Actuarial Loss (Gain) | ( | ) | ( | ) | ||||||||||||||||||||
| Net Periodic Benefit Cost* | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
*
Amounts that are expected to be amortized from Regulatory Assets into Net Periodic Benefit Cost in 2025 are as follows:
| (In Thousands) | ||||||||
|
Pension Plan | Other Benefits Plan | |||||||
| Actuarial Loss (Gain) | $ | $ | ( | ) | ||||
23
The discount rate and compensation increase rate for determining our postretirement benefit plans’ benefit obligations and costs as of and for the years ended December 31, 2024, 2023 and 2022, respectively, are as follows:
| Pension Plan | Other Benefits Plan | |||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |||||||||||||||||||
| Weighted Average Assumptions: | ||||||||||||||||||||||||
| Expected Return on Plan Assets | ||||||||||||||||||||||||
| Discount Rate for: | ||||||||||||||||||||||||
| Benefit Obligation | ||||||||||||||||||||||||
| Benefit Cost | ||||||||||||||||||||||||
| Compensation Increase for: | ||||||||||||||||||||||||
| Benefit Obligation | ||||||||||||||||||||||||
| Benefit Cost | ||||||||||||||||||||||||
The compensation increase assumption for the Other Benefits Plan is attributable to life insurance provided to qualifying employees upon their retirement. The insurance coverage will be determined based on the employee’s base compensation as of their retirement date.
The Company utilizes the Society of Actuaries’ mortality table (Pri-2012) (Mortality Improvement Scale MP2021).
For the 2024 valuation, costs and obligations
for our Other Benefits Plan assumed a
A one-percentage point change in assumed healthcare cost trend rates would have the following effects on the Other Benefits Plan:
| (In Thousands) | ||||||||
| 1 Percentage Point | ||||||||
| Increase | Decrease | |||||||
| Effect on Current Year Service and Interest Costs | $ | $ | ( | ) | ||||
| Effect on Projected Benefit Obligation | $ | $ | ( | ) | ||||
The following benefit payments, which reflect expected future service, are expected to be paid:
| (In Thousands) | ||||||||
| Year | Pension Plan | Other Benefits Plan | ||||||
| 2025 | $ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030-2034 | ||||||||
| Totals | $ | $ | ||||||
24
Benefit Plans Assets
The allocation of plan assets at December 31, 2024 and 2023 by asset category is as follows:
| Pension Plan | Other Benefits Plan | |||||||||||||||||||||||
| Asset Category | 2024 | 2023 | Target | 2024 | 2023 | Target | ||||||||||||||||||
| Equity Securities | ||||||||||||||||||||||||
| Debt Securities | ||||||||||||||||||||||||
| Cash | ||||||||||||||||||||||||
| Real Estate/Commodities | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
Two outside investment firms each manage a portion of the Pension Plan asset portfolio. One of those investment firms also manages the Other Benefits Plan asset portfolio. Quarterly meetings are held between the Company’s Pension Committee of the Board of Directors and the investment managers to review their performance and asset allocation. If the actual asset allocation is outside the targeted range, the Pension Committee reviews current market conditions and advice provided by the investment managers to determine the appropriateness of rebalancing the portfolio.
The objective of the Company is to maximize the long-term return on retirement plan assets, relative to a reasonable level of risk, maintain a diversified investment portfolio and maintain compliance with the Employee Retirement Income Security Act of 1974. The expected long-term rate of return is based on the various asset categories in which plan assets are invested and the current expectations and historical performance for these categories.
Fair Value Measurements
Accounting guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:
| ● | Level 1 – Inputs to the valuation methodology are unadjusted quoted market prices for identical assets or liabilities in accessible active markets. |
| ● | Level 2 – Inputs to the valuation methodology that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. If the asset or liability has a specified contractual term, the Level 2 input must be observable for substantially the full term of the asset or liability. |
| ● | Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Certain investments in cash and cash equivalents, equity securities, and commodities are valued based on quoted market prices in active markets and are classified as Level 1 investments. Certain investments in cash and cash equivalents, equity securities and fixed income securities are valued using prices received from pricing vendors that utilize observable inputs and are therefore classified as Level 2 investments.
25
The following tables present Middlesex’s Pension Plan assets measured and recorded at fair value within the fair value hierarchy:
| (In Thousands) | ||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual Funds | $ | $ | $ | $ | ||||||||||||
| Money Market Funds | ||||||||||||||||
| Common Equity Securities | ||||||||||||||||
| Corporate Bonds | ||||||||||||||||
| Agency/US Debt | ||||||||||||||||
| Sovereign/Non-US Debt | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
| (In Thousands) | ||||||||||||||||
| As of December 31, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual Funds | $ | $ | $ | $ | ||||||||||||
| Money Market Funds | ||||||||||||||||
| Common Equity Securities | ||||||||||||||||
| Corporate Bonds | ||||||||||||||||
| Agency/US Debt | ||||||||||||||||
| Sovereign/Non-US Debt | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
The following tables present Middlesex’s Other Benefits Plan assets measured and recorded at fair value within the fair value hierarchy:
| (In Thousands) | ||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual Funds | $ | $ | $ | $ | ||||||||||||
| Money Market Funds | ||||||||||||||||
| Agency/US/State/Municipal Debt | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
| (In Thousands) | ||||||||||||||||
| As of December 31, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual Funds | $ | $ | $ | $ | ||||||||||||
| Money Market Funds | ||||||||||||||||
| Agency/US/State/Municipal Debt | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
26
Benefit Plans Contributions
For the Pension Plan, Middlesex made total cash
contributions of $
For the Other Benefits Plan, Middlesex made total
cash contributions of $
401(k) Plan
The Company maintains a 401(k) defined contribution
plan, which covers substantially all employees (temporary employee needs to complete at least
Employees hired after March 31, 2007 are not eligible
to participate in the Pension Plan and are generally eligible to participate in a discretionary profit sharing plan administered through
the 401(k) plan. In December each year, the Board of Directors may approve that a stated percentage of eligible compensation be contributed
to the account of the employee participant in the first quarter of the following year. For those employees still actively employed on
December 31, 2024 or retired during the current year, the Company will fund a discretionary contribution of $
Stock-Based Compensation
The Company maintains a long-term incentive compensation
plan for certain management employees where awards are made in the form of restricted common stock. Shares of restricted stock issued
under the plan are subject to forfeiture by the employee in the event of termination of employment for any reason within three or five
years of the award, as applicable, other than as a result of retirement at normal retirement age, death, disability or change in control.
The maximum number of shares authorized for award under the plan is
The Company recognizes compensation expense at fair value for the plan awards in accordance with ASC 718, Compensation – Stock Compensation. Compensation expense is determined by the market value of the stock on the date of the award and is being amortized over the expected vesting period.
27
The following table presents awarded but not yet vested share information for the plan:
| Shares(thousands) | Unearned Compensation (thousands) | Weighted Average Granted Price | ||||||||||
| Balance, January 1, 2022 | $ | |||||||||||
| Granted | $ | |||||||||||
| Vested | ( | ) | ||||||||||
| Amortization of Compensation expense | ( | ) | ||||||||||
| Balance, December 31, 2022 | ||||||||||||
| Granted | $ | |||||||||||
| Vested | ( | ) | ||||||||||
| Amortization of Compensation expense | ( | ) | ||||||||||
| Balance, December 31, 2023 | ||||||||||||
| Granted | $ | |||||||||||
| Vested | ( | ) | ||||||||||
| Amortization of Compensation expense | ( | ) | ||||||||||
| Balance, December 31, 2024 | $ | |||||||||||
Unearned compensation is recognized over a period of 4 years.
Note 8 – Business Segment Data
The Company’s Chief Operating Decision Maker (CODM) consists of the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer. The CODM evaluates segment performance and profitability using net income. This metric provides a clear, consistent basis for analyzing the financial results of each segment and supports decision-making regarding the allocation of resources.
Resource allocation to the Company’s regulated and non-regulated segments begins with the annual budgeting process, which establishes initial funding and resource levels for each segment. The budget incorporates key financial and operational inputs, including anticipated revenues, expenses, capital and financing requirements, aligning with the Company’s strategic objectives and regulatory obligations. The CODM reviews budget-to-actual variances on a monthly, quarterly and year to-date basis and makes interim decisions to reallocate resources among segments as needed, ensuring a timely and effective response to changing conditions. For the regulated segment, the CODM uses this assessment to determine whether the segment is achieving its regulatory authorized rate of return.
The segments follow the same accounting policies as described in Note 1 – Organization, Summary of Significant Accounting Policies and Recent Developments. Segment profit or loss is based on Net Income. Expenses used to determine operating income before taxes are charged directly to each segment or are allocated based on the applicable cost allocation factors. Assets allocated to each segment are based upon specific identification of such assets provided by Company records. The effects of all intra-segment and/or intercompany transactions are eliminated in the consolidated financial statements.
The Company has identified
28
services for the operation and maintenance of municipal and private water and wastewater systems in New Jersey and Delaware and includes USA, USA-PA, and White Marsh.
| (In Thousands) | ||||||||||||
| Years Ended December 31, | ||||||||||||
| Operation by Segments | 2024 | 2023 | 2022 | |||||||||
| Revenues: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ||||||
| Consolidated Revenues | $ | $ | $ | |||||||||
| Operating Expenses | ||||||||||||
| Purchased Water: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ||||||
| Consolidated Purchased Water | $ | $ | $ | |||||||||
| Other Operations and Maintenance Expenses: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ||||||
| Consolidated Other Operations and Maintenance Expenses | $ | $ | $ | |||||||||
| Other Taxes: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Consolidated Other Taxes | $ | $ | $ | |||||||||
| Depreciation: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Consolidated Depreciation | $ | $ | $ | |||||||||
| Operating Income: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Consolidated Operating Income | $ | $ | $ | |||||||||
| Other Income (Expense), Net: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ||||||
| Consolidated Other Income (Expense), Net | $ | $ | $ | |||||||||
29
| (In Thousands) | ||||||||||||
| Years Ended December 31, | ||||||||||||
| Operation by Segments (continued) | 2024 | 2023 | 2022 | |||||||||
| Interest Expense: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ||||||
| Consolidated Interest Expense | $ | $ | $ | |||||||||
| Income Taxes: | ||||||||||||
| Regulated | $ | $ | ( | ) | $ | |||||||
| Non – Regulated | ||||||||||||
| Consolidated Income Taxes | $ | $ | $ | |||||||||
| Net Income: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Consolidated Net Income | ||||||||||||
| Capital Expenditures: | ||||||||||||
| Regulated | $ | $ | $ | |||||||||
| Non – Regulated | ||||||||||||
| Total Capital Expenditures | $ | $ | $ | |||||||||
| (In Thousands) | ||||||||
| As of | As of | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Assets: | ||||||||
| Regulated | $ | $ | ||||||
| Non – Regulated | ||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ||||
| Consolidated Assets | $ | $ | ||||||
30
Note 9 - Quarterly Data - Unaudited
Financial information for each quarter of 2024 and 2023 is as follows:
| (In Thousands of Dollars, Except Per Share Data) | ||||||||||||||||||||
| 2024 | 1st | 2nd | 3rd | 4th | Total | |||||||||||||||
| Operating Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Operating Income | ||||||||||||||||||||
| Net Income | ||||||||||||||||||||
| Basic Earnings per Share | $ | $ | $ | $ | $ | |||||||||||||||
| Diluted Earnings per Share | $ | $ | $ | $ | $ | |||||||||||||||
| Common Dividend Per Share | $ | $ | $ | $ | $ | |||||||||||||||
| High/Low Common Stock Price | $ | $ | $ | $ | ||||||||||||||||
| 2023 | 1st | 2nd | 3rd | 4th | Total | |||||||||||||||
| Operating Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Operating Income | ||||||||||||||||||||
| Net Income | ||||||||||||||||||||
| Basic Earnings per Share | $ | $ | $ | $ | $ | |||||||||||||||
| Diluted Earnings per Share | $ | $ | $ | $ | $ | |||||||||||||||
| Common Dividend Per Share | $ | $ | $ | $ | $ | |||||||||||||||
| High/Low Common Stock Price | $ | $ | $ | $ | ||||||||||||||||
The information above, in the opinion of the Company, includes all adjustments consisting only of normal recurring accruals necessary for a fair presentation of such amounts. The business of the Company is subject to seasonal fluctuation with the peak period usually occurring during the summer months. The quarterly earnings per share amounts above may differ slightly from previous filings due to the effects of rounding.
31
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
| 1. | The following Financial Statements and Supplementary Data are included in Part II- Item 8. of this Annual Report: |
Consolidated Balance Sheets at December 31, 2024 and 2023.
Consolidated Statements of Income for each of the three years in the period ended December 31, 2024.
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024.
Consolidated Statements of Capital Stock and Long-term Debt as of December 31, 2024 and 2023.
Consolidated Statements of Common Stockholders’ Equity for each of the three years in the period ended December 31, 2024.
Notes to Consolidated Financial Statements.
| 2. | Financial Statement Schedules |
All Schedules are omitted because of the absence of the conditions under which they are required or because the required information is shown in the financial statements or notes thereto.
| 3. | Exhibits |
See Exhibit listing immediately following the signature page.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MIDDLESEX WATER COMPANY | ||
| By: | /s/ Nadine Leslie | |
| Nadine Leslie | ||
| President and Chief Executive Officer | ||
| Date: | March 11, 2025 | |
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 11, 2025.
| By: | /s/ Mohammed G. Zerhouni | |
| Mohammed G. Zerhouni | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
| (Principal Financial Officer) | ||
| By: | /s/ Robert J. Capko | |
| Robert J. Capko | ||
| Corporate Controller | ||
| (Principal Accounting Officer) | ||
| By: | /s/ Nadine Leslie | |
| Nadine Leslie | ||
| President, Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| By: | /s/ Joshua Bershad, M.D. | |
| Joshua Bershad, M.D. | ||
| Director | ||
| By: | /s/ James F. Cosgrove Jr. | |
| James F. Cosgrove Jr. | ||
| Director | ||
| By: | /s/ Dennis W. Doll | |
| Dennis W. Doll | ||
| Chairman of the Board and Director | ||
| By: | /s/ Kim C. Hanemann | |
| Kim C. Hanemann | ||
| Director | ||
| By: | /s/ Steven M. Klein | |
| Steven M. Klein | ||
| Director | ||
| By: | /s/ Amy B. Mansue | |
| Amy B. Mansue | ||
| Director | ||
| By: | /s/ Vaughn L. McKoy | |
| Vaughn L. McKoy | ||
| Director | ||
| By: | /s/ Ann L. Noble | |
| Ann L. Noble | ||
| Director | ||
| By: | /s/ Walter G. Reinhard | |
| Walter G. Reinhard | ||
| Director |
33
EXHIBIT INDEX
Exhibits designated with an asterisk (*) are filed herewith. The exhibits not so designated have heretofore been filed with the Commission and are incorporated herein by reference to the documents indicated in the previous filing columns following the description of such exhibits. Exhibits designated with a dagger (t) are management contracts or compensatory plans.
34
EXHIBIT INDEX
35
EXHIBIT INDEX
36
EXHIBIT INDEX
37
EXHIBIT INDEX
38
EXHIBIT INDEX
39
EXHIBIT INDEX
40
EXHIBIT INDEX
41
EXHIBIT INDEX
42
EXHIBIT INDEX
43
EXHIBIT INDEX
44
EXHIBIT INDEX
45